MATERIAL FACT
Pursuant to article 82 of Securities Market Act 24/1988, of 28th July and concordant provisions, Banco Santander, S.A. ("Banco Santander") hereby announces that it has filed with the National Securities Market Commission the application for an exemption from the obligation to present a public offer to acquire the total number of shares with voting rights of Metrovacesa, S.A. as established in paragraph d) of article 8 of Royal Decree 1066/2007, of 27th July on the system for public tender offers for the acquisition of shares.
The reason for the aforementioned application is the credit capitalization commitment assumed by Banco Santander versus Metrovacesa, S.A. within the framework of the capital increase agreed by shareholders at the ordinary General Meeting of the latter company held on 28th June 2011. As stated in the Material Fact notification published by Metrocavesa, S.A. on that same date, the obtaining of such exemption by Banco Santander is a condition precedent for the execution of the capital increase.
Boadilla del Monte (Madrid), 4th July 2011